Ben 10: Battle of the Omnitrix
by Noveriak
Summary: Is Ben 10 VS Ben 10 Alien Force. They have three on three, both sides with Kevin, Ben and Gwen. They will battle for ruler of two different dimensions, but what is the mastermind behind this really planning? Read to find out. GwenXKevin T for making out.
1. The Messenger

Ben 10: Battle of the Omnitrix

Chapter 1: The Messenger

Ben, with a smile on his face, walked out of the rustbucket and into his driveway for the first time all summer. Ben ran inside and walked into his room. "Oh my god this room is a mess. Home sweet home!" Ben said as he fell over onto his bed. Something happened with the Omnitrix, so the only aliens he could use were Fourarms, Grey Matter, Ripjaws, Stinkfly, Heatblast, Diamondhead, XLR8, Wildmutt, Upgrade and Cannonbolt.

He had also been messing around with the Omnitrix a few days before they got back and was able to figure out the Master Control again, thanks to Grey Matter's big brain. He also perfected a few moves with Heatblast, Diamondhead and Cannonbolt. Ben picked up the dust-covered remote that laid in the same spot all summer. He blew off the dust and turned on the TV.

15 minutes later Ben was watching an episode of Sumo Slammers. Right when a battle was about to end, the screen went blank. "Aw come on!" Ben said. In a green flash he had transformed into Upgrade. Upgrade took control of the TV.

But when he did so, something happened. He was sucked into the TV. Azmuth stood before him. "Hey, Azmuth!" Upgrade said. "Ben Tennyson, in 10 Earth days you will be teleported to a barren planet. There is no life there other than Earth plants and water. It is not my decision. An evil criminal mastermind broke out of prison and declared this would happen. He's going to teleport you, Gwen and Kevin to the planet to face your future selves, only from a different dimension. You have 10 days to perfect anything you need. Though, I cannot fix the lock on the Omnitrix, for not even _I _know how. Good luck. I place the future of the universe in your hands." Azmuth said.

Then Upgrade was shot back out of the TV and hit the wall. In a green flash Upgrade was transformed back to normal. The fight came back on, with the good guy as the winner. "Oh no." Ben said.

* * *

Grandpa Max dropped Gwen off at her house. Gwen, the same as Ben, ran upstairs to her room. Unlike Ben, however, Gwen hit the books. She had a lot of studying to do to make up for this summer. Even though this had been the craziest summer she'd ever been through, it had also been the best summer she'd ever had. She opened up her spell book.

A large purple tentacle shot out of the book and grabbed Gwen. Gwen was sucked into the book before she could blink, breathe or scream. Inside, she was floating in darkness. Azmuth stood before her. "Gwen Tennyson, I have a message for you. In 10 Earth days you will be teleported to a barren planet. There is no life there other than Earth plants and water. It is not my decision. An evil criminal mastermind broke out of prison and declared this would happen. He's going to teleport you, Ben and Kevin to the planet to face your future selves, only from a different dimension. You have 10 days to perfect anything you need. Good luck. I place the future of the universe in your hands." Azmuth said.

Gwen was shot back out of the book. "Okay, I gotta tell Ben about this." Gwen said. She jumped out the window and started running.

* * *

Kevin was walking around his shed when he saw something outside. He went outside and, for the first time in a long time, felt the warm sun on his skin. He was finally able to figure out how to transform back to his old self, but when he transformed he wasn't able to transform into anything but the freakish 10 alien combination form he'd been trapped in for two months.

He picked up the bottle he saw. It was pitch black, including the cork in the top. He tried to open it up, but it wouldn't open. He dropped the bottle. He morphed into the freakish 10 alien combination he'd been trapped in most of the summer. He grabbed the bottle with the Wildmutt arms and used the strength of Fourarms to rip the cork off.

A black mist shot out and encased him, transforming him back. "OH SNAP!!!!" Kevin screamed as he was sucked into the bottle with the cork stuck back onto it. Kevin was floating black nothingness when Azmuth came. "What do you want you stupid Galvin?! Mess with me and I'll squish you like a bug!!" Kevin said. "Well, as much as I'd _love _to take you up on that offer, I must inform you that in 10 Earth Days you will be transported to a barren planet, with only Earth plants and water on it." "Yeah, Noveria, I've been there. Nothing to great about it." Kevin said.

"It does not matter if you've been there or not! In 10 days you will battle your future self alongside Ben and Gwen Tennyson. They are exact duplicates of yourselves 5 years from now, only from a different dimension. So, in that case, you have 10 days to perfect anything you need to. Good luck. I put the fate of the universe, regretfully, into your hands." Azmuth said.

The cork exploded off of the bottle and Kevin was shot out and into his shed. "Good thing I put that tracking device on Ben's Omnitrix last time I touched it. This is gonna be fun." Kevin laughed. He morphed into his alien form and flew into the air, scarring the locals.

* * *

"It happened to me too!" Ben said after Gwen told him what happened. They were sitting under a tree on the bench in his backyard. "So, we need to come up with some tag team moves." Gwen said. "Well, we can't do anything until Kevin gets here." Ben said. "Oh, that's right. Kevin's on the team too." Gwen muttered.

"Oh, come on, admit it. You think Kevin's hot." Ben said. "I do not!" Gwen shouted. Ben, with a devilish grin on his face, held up his tape recorder and pressed the button. At first, nothing but Gwen's snores were heard. "This also proves that you _do _snore, Gwen." Ben said. The recorder kept going. "Oh…Kevin…you're so hot…of course I'll go out with you…" which was followed by kissing noises.

Gwen was blushing beyond belief. She jumped onto the table and kicked it out of Ben's hand and over the fence, which hit something hard."OUCH! What's wrong with you guys?!" said as familiar voice. Both Gwen and Ben looked over where the recorder landed. Kevin, in human form, jumped over the wooden fence.

"Kevin." both Ben and Gwen said angrily. "Don't worry, I'm not after the Omnitrix…at the moment. So, did Azmuth tell you guys too?" Kevin said. "Yeah." Ben said, getting up. "Oh, and Gwen, I heard the tape recorder." Kevin said with a smile. Gwen was blushing even more right now. "Oh, come on…we both know Ben could have gone Upgrade and copied my voice to make it sound like I said that." Gwen said, making a quick excuse.

"Well, Ben _is _like that. He _loves _embarrassing you." Kevin said. Gwen gave a scolding look at Ben, even though what was on the tape recorder _was _Gwen saying that in her sleep. "Well, onto what's important. We need to figure out what we're gonna do in these 10 days. Our future selves probably have stronger abilities, and in Ben's case, even stronger aliens." Kevin said.

"Well, first of all, we need to call Grandpa Max, cause if we told our parents about this, they wouldn't believe us and think we're crazy." Ben said. "Well, let's go up to my room." Ben said. In a green flash Ben was Stinkfly. "Wait here, gotta get my room ready." Stinkfly said. Stinkfly flew up to his room and there was another green flash.

"So, do you really think I'm hot?" Kevin asked. Gwen got a lump in her throat. "Well, I…uh…you see…" Gwen stammered. "'Cause you're kinda cute yourself." Kevin said. Gwen blushed. "Wanna…you know…" Gwen said. "Thought you'd never ask." Kevin smiled as he walked up to her.

Ben, up in his room, had transformed into XLR8 and closed the window. He sped around his room, picking up papers and clothes at the speed of light, putting them where they belong and also found several remotes from other TVs he had before and threw them on the headstand. He looked out the window and saw Kevin close to Gwen.

"Oh this is gonna be good." XLR8 said. Then the best part came. XLR8 watched with a wicked grin on his face as Gwen and Kevin kissed, lip to lip, for at least two minutes. XLR8 jumped out the window and made them jump apart. "Gwen and Kevin, sittin' in a tree, K-I-S-S-I-N-G! First comes love, then comes marriage, then comes-" XLR8 was interrupted when Gwen punched him in the face. "A KNUCKLE SANDWICH!" she shouted.

"Dang…even with this thing on my head that _still_ hurt." XLR8 said as he transformed back to normal in a green flash. "That's what you get." Gwen said angrily. "Sweet. A girl who can deal some damage _and _kiss good." Kevin said. Gwen blushed again.

"Alright, jump on." Ben said as he transformed into Stinkfly in a green flash. "Also, you may want to plug your nose." Stinkfly said. "No need, I've had a lot of experience with Stinkfly's stink, so my nose won't be effected." Kevin said. He helped Gwen up onto Stinkfly's back and he jumped on too. Stinkfly flew them up to his room and they jumped off and Ben changed back to normal.

"I got Grandpa's RV number on my cell phone." Gwen said when she pulled it out of her pocket. "Well, put it on speaker and call!" Ben said. "Shut it or I'll give you another knuckle sandwich!" Gwen said. "Okay, okay!" Ben said, backing away. Gwen hit a few buttons and hit speaker. After a few seconds of the dial tone, Grandpa's voice came on.

"Hi sweetie." Grandpa said. "Hey, Grandpa, uh, I'm not sure how to say this, but Me, Ben and Kevin are at Ben's house and we need a place to train for a few days. In 10 days we're gonna be teleported to a barren planet with only plants and water there and we'll be facing ourselves 5 years from now, only they're from a different dimension." Gwen said.

"Well, if I were a normal person I'd say that's crazy. But I'll be over in a few minutes. Make sure with your parents." Max said. "We don't go back to school for another 3 weeks, we'll be fine." Ben said. "Okay I'll be there in a few minutes." Max said. Ben, Gwen and Kevin went outside into the front yard.

Ben was transforming between multiple forms to pass the time while Gwen and Kevin were making out, much to Ben's amusement and disgust. The rustbucket came by around the time Gwen and Kevin stopped making out.

Max opened up the door. "Come on in, kids." Max said. Ben and Gwen sat down in the booth while Kevin raided the fridge. "Uh…you guys got any actual food in this fridge?" Kevin asked. "Kevin, you should know by now that Grandpa Max doesn't make any actual food." Gwen said.

Kevin went to the booth and sat next to Gwen. "So, where do you kids need to go?" Grandpa asked. "Anywhere that's deserted and secluded." Kevin said. In about an hour they were in a large clearing in the mountains. "Well, you _did _say secluded." Ben said as they walked outside into it. "Okay, I got enough food and water for 10 days." Max said.

"Now go crazy." Max said. In a green flash Ben was Cannonbolt and he rolled down into the valley. Kevin morphed back to his freakish form. "_Yoj Specterum!_" Gwen said as a platform came in front of her. She jumped on and flew down.

"GO!" Max yelled. Cannonbolt flew up into the air and smashed down onto Kevin, who smacked him off with the Diamondhead arm and hit Gwen with him. Cannonbolt transformed into Diamondhead and stabbed into Kevin'' chest, which went right through. "Remember, Ghostfreak's intangibility." Kevin punched Diamondhead in the face with the Diamondhead arm and then blasted Diamondhead with the Heatblast arm.

Gwen shot purple disks of energy at Ben. "Whoa…I don't need spells anymore!" Gwen said. Diamondhead landed on top of Gwen and transformed into Fourarms. Fourarms jumped off of Gwen and landed on Kevin's back and transformed into Heatblast. "SUPERNOVA!!!!!!!!!!!!" Heatblast yelled. Gwen put a shield around herself and Kevin encased himself in Diamond armor.

The massive explosion destroyed most of the surroundings, and even destroyed the diamond casing on Kevin and shot them apart. Heatblast laid down on the ground, fully extinguished. In a green flash Ben was turned back to normal. "Haha! Still as weak as ever!" Kevin laughed. In a green flash Ben was Cannonbolt. "Not quite, Kevin." Cannonbolt said.

He rolled into a cave and burrowed in. The ground started shaking underneath Kevin when Cannonbolt blasted out of it. In the air, Ben transformed into Fourarms, grabbed Kevin by the tail and swung him around and threw him into the wall of the mountain. Gwen flew over on her platform and hit Fourarms to the ground with her disks.

Kevin flew out of the mountain and started shooting diamonds at Gwen, who blocked them. In a green flash Fourarms changed into Wildmutt and jumped onto Kevin. Kevin tried shaking Wildmutt off, but he kept a firm grip with his claws. In a green flash Wildmutt was Cannonbolt. Cannonbolt jumped off of Kevin and slammed right back into him and slammed him into the ground.

"Get off of him!!" Gwen yelled as she shot Cannonbolt off of Kevin. "You okay Kevin?" Gwen asked. "Yeah, I'm fine." Kevin said. Gwen shot disks at Cannonbolt while Kevin shot Diamonds, fire and Stinkfly goop. The disks and diamonds bounced off of Cannonbolt, but the goop landed on Cannonbolt and then the fire, causing him to explode.

In a green flash Cannonbolt changed into Ben. "TIMES UP!!!" Max said. In a green flash Ben was XLR8 and lifted up a normal Kevin and Gwen and ran them back to the RV. Ben changed back to normal. "Nice day of training, guys." Gwen said. "When you shot out of the ground and slammed me back down, that was a good move." Kevin said.

"And when you remembered the combo of Stinkfly goop and Heatblast fireballs, that made me proud." Ben said. "And when me and Kevin double teamed on you, that was awesome." Gwen said. "I only heard you say one spell." Ben said. "Yeah, for some reason I don't need them anymore." Gwen said.

"Alright guys, how about some hamburgers?" Max said. "WHAT?!" all three yelled. "What? I ran out of weird stuff to cook!" Max said defending himself. "Fine by me! I'm starving!" Kevin said. Max dished out four juicy hamburgers.

In a green flash Ben was Fourarms and he literally wolfed down his burger. Kevin just sucked it in. Gwen actually ate hers like a real human. Max ate his whole as Ben changed back to normal. "Man…I haven't had a burger like that all summer…" Ben said. "Alright, bedtime guys." Max said. Kevin slept in the booth while Ben and Gwen slept on the beds they slept on all summer.


	2. The Alternate Dimension

Ben 10: Battle of the Omnitrix

Chapter 2: The Alternate Dimension

Ben woke up and put on his clothes. He activated the Omnitrix and slammed it down. In a green flash he yelled "GOOP!" and gushed out his window. He gushed all the way to Gwen's house, and Kevin was fixing his car in the garage. Goop gushed into the garage where Kevin and Gwen were. "Hey Ben." Kevin said.

In a green flash Goop was Ben. "So, what's the plan for today?" Ben asked. "Well, we're going on a trip with Grandpa Max to finish off a few DNAliens we missed." Gwen said. "So, when's he getting here?" Ben asked. "Few minutes." Kevin said. A strange gas emerged from the exhaust pipe. Kevin slid out from under the car.

"Kevin, what did you do?" Gwen asked. "Nothing! I-I don't know!" Kevin stammered. The gas covered the Omnitrix. "Ah!" Ben said, trying to shake it off. The gas covered Ben's arm, immobilizing his arm. "Ah! I can't feel my arm!" Ben yelled. Then, Kevin couldn't feel his leg and looked down. "Agh! My leg!" Kevin said.

Gwen's neck went numb. "My neck! AUGH!" she screamed. By now all of Ben's body was covered with the black gas except his head. "Help! HELP ME!" Ben yelled. Then the gas fully covered him. Kevin's lower body was fully covered with the gas. Kevin grabbed his car and absorbed the metal. He started to rip off the gas, but it just came back and encased himself.

"Ben! Kevin!" Gwen screamed. Gwen started to throw disks at the gas on Ben and Kevin, but it deflected and hit through the wall. "Augh!!" Gwen screamed as she was fully coated in the gas. Ben, Gwen and Kevin were then pushed together and sucked into the exhaust pipe. Inside they were floating in darkness. "What's going on?!" Kevin yelled. He looked at himself. The green metal coating had vanished.

"Whatever's going on, I'm getting us out!" Ben said, slamming the Omnitrix. Nothing happened. "Oh please tell me we're not in Alien X!" Ben cried out. "You're not." said the voice of Azmuth. "Hey, Azmuth, where are you?!" Ben cried out. "Right here." Azmuth said. All three turned to Ben's shoulder, where Azmuth stood.

"Couldn't you have just came to use rather than suck us up in black gas?" Kevin said. "Yes. But I must tell you that in 10 Earth days you will be teleported to the planet Noveria between the dimensions to battle yourselves from 5 years ago from a different dimension. The only thing on the planet is Earth plants and water. I'm placing the fate of this dimension in your hands." Azmuth said. He started to fade away.

"Wait, Azmuth! Why are we doing this?!" Kevin yelled. Azmuth came back to full view. "An evil criminal mastermind has broken out of the prison between dimensions created just for him. He's secretly planted a chip on each of you that cannot be detected or removed. Whoever wins will be the ruler of both dimensions, and if the rulers are killed then the killer becomes king. We cannot let him become king. So here's the plan…"

* * *

Ben, Gwen and Kevin, the 10 year old Ben, Gwen and Kevin, woke up and raided the fridge. When Ben opened up his can of soda, he was sucked into the can along with Gwen and Kevin. "Augh! Not this again!" Ben whined.

"Aw shut your pie hole. Azmuth will be here in a minute." Kevin said. He was wrong. Vilgax came into view. "Augh! Vilgax!" Ben cried out. In a green flash he was Heatblast. Kevin morphed into his form and Gwen had disks ready.

"Do not fear me. I am merely a messenger. I have come to inform you that the criminal that escaped was Hex." Vilgax said. "Oh no." Heatblast and Gwen said. "And he has the power to crush this universe with the twitch of a finger." Vilgax said. "Who's Hex?" Kevin asked. "He's a very deadly magician who nearly killed the world." Heatblast said as he and Kevin changed back to normal.

"And, if you refuse to fight your opponents, he will** end the universe as we know it **and then reshape it to his own design, keeping you three prisoner. He will suck the power out of you, and destroy the Omnitrix. However, if you win the battle, you become ruler of the dimensions and, well, be killed by him. It's his legal right to hold this competition, and the rules of the dimensions clearly state that the murderer of a ruler becomes the ruler."

"So why are you telling us this and not Azmuth?" Gwen asked. "Because Azmuth was busy. But be forewarned Ben Tennyson. Even if you win, the future ruler of the dimensions will be neither you or Hex, but ME!" Vilgax said, then vanished.

Ben, Gwen and Kevin were shot out of the can and out the window into the night. "Okay, that was freaky." Ben said, rubbing his head. When he heard no response from behind him, he looked back there and saw Gwen and Kevin making out. "Aw, come on guys!" Ben said. In a green flash he was XLR8 and he zoomed to a mountain stream.

"I guess since they aren't going to train, I might as well perfect a few moves." XLR8 said. He jumped into the water and in a green flash he was Ripjaws. Ripjaws swam around and started killing fish, mostly eating them. All of a sudden, he was sucked into a portal as well as Gwen and Kevin, each into a separate portal.

They were floating in black nothingness when Ben changed back to normal. Azmuth appeared before them. "I assume Vilgax has already spoken with you." Azmuth said. "Yeah." Ben said. Azmuth looked behind Ben to see Gwen and Kevin, still kissing. "I'd rather not have seen that." Azmuth said. "One sec." Ben said. In a green flash he was Fourarms.

"Okay, break it up you two!" Fourarms said when he pulled them apart. "I have a plan for you to use. I've spoken with myself in the other dimension and we devised this plan. Here's what's going to happen…"

* * *

"That's a pretty good plan, Azmuth." Ben from 5 years in the future said. "Yes. It will completely turn the tables on Hex. But, first, let me see the Omnitrix." Azmuth said. Ben held it out. Azmuth looked at it then jumped onto Ben's wrist. He pressed the button, turned the dial several times, then pushed the button again then slammed it in.

"There. I have given you access to the alien that will give us the power to crush Hex." Azmuth said. Ben looked at the hologram. "Kinda small, isn't he?" Ben asked. "I'm small and I created the most powerful object in the universe, didn't I?" Azmuth said.

"You got a point there." Ben said. Azmuth faded into the darkness. Ben, Gwen and Kevin were absorbed by the darkness. Then, they drifted out of the exhaust pipe and reconfigured their forms, then the gas left and went back into the pipe.

"That gas better not have messed up my car." Kevin said, checking under it. "Kevin, we're going to have the biggest battle of our lives in 10 days and all you can think about is your stupid car?!" Gwen yelled. "Hey, we know who's gonna win. Us." Kevin said. "Ben already knows the weaknesses of his old aliens, while the old Ben doesn't have a clue about the new aliens. They don't stand a chance." Kevin said.

* * *

"Okay, you mean to tell me that we're counting on ourselves from the future to help us win?!" Kevin said with anger. "Don't worry. All is taken care of." Azmuth said. "Well what if they don't care about if they kill Hex? What if they wanna rule the dimensions?!" Ben shouted.

"Again, do not worry. All is taken care of." Azmuth said, and then he faded away. Ben was shot back out of the portal and into the stream as Ripjaws and Kevin and Gwen were shot out of their portals into each other, and they started to make out again.

A couple of hours later, Kevin and Gwen had fallen asleep in the _same _bed (don't worry, nothing happened) while Upgrade jacked Gwen's phone and called someone, saying in Gwen's voice that she loved him.

Upgrade hopped out of the phone and then jacked a satellite on the rust bucket so he could watch Sumo Slammers. The sound of a body slam woke Kevin up, and he saw how he and Gwen were lying and he literally jumped out of bed.

"Well, looks like someone's up." Ben said, eating his popcorn. Kevin yawned. "Sweet. Sumo Slammers." Kevin said as he opened the fridge. "Yeah…got bored." Ben said. Kevin closed the fridge door. "There's nothing to eat in there." Kevin said. "You know, we could always raid the local town for food." Ben said.

"Ben, my friend, you're becoming more like my every minute." Kevin said. They ran outside and in a green flash Ben was Stinkfly and Kevin morphed into his form. "Let's go!" Stinkfly yelled. They flew into the air and in about 5 minutes they reached the store and morphed to normal. "Okay, be right back." Ben said. In a green flash he was XLR8. He came out as fast as he came in, holding a large amount of food.

In a green flash he was Fourarms. "I could use a hand with these." Fourarms said. Kevin morphed and picked up Fourarms and flew him back to the rust bucket. In a green flash Fourarms was XLR8 and he zoomed into the rust bucket and put everything in the fridge.

Kevin and Ben morphed to normal. The green flash woke Gwen up and she yawned. "Hey guys. How long have you been up?" she said. Kevin stared and Ben covered his eyes. Gwen realized she was wearing a nightgown, blushed and swooshed back the curtain.

She came back out a few minutes later and Ben and Kevin were both eating cereal while watching Sumo Slammers. "Well, sleeping beauty woke up from her long slumber." Kevin said. Gwen smiled and kissed Kevin on the cheek. Grandpa woke up and fell off his bed, making for a good laugh.

"Well, I suppose after you've enjoyed yourselves, you should get back to training." Max said. "Yeah! I'm ready to fight!" Ben said, pumping his fists into the air. Ben transformed to Grey Matter and jumped out the window, then into Diamondhead.

"Last one there's a rotten alien!" Diamondhead said as he ran off. "I'm gonna beat ya!" Kevin said, jumping out the window and transforming. He ran with the speed of XLR8 and easily beat Ben to the area. "Look's like I won!" Kevin said. "No, looks like _I _won." Gwen said. She was floating above them on a platform.

"Dangit!" Diamondhead said. He jumped up and kicked Kevin in the face. Kevin shot goop and fire onto Diamondhead, causing an explosion. Diamondhead walked out of the smoke and shot a diamond onto XLR8's tail and stabbed right into it. "AUGH!!!! MY TAIL!!!" Kevin roared in pain. "Who's tough now, huh?" Diamondhead laughed. He made the mistake of closing his eyes, and when he opened them he got a face-full of fist.

He was flung back and Gwen grabbed him with a purple tentacle of energy and swung him back and Kevin, which repeated the process 10 times. Finally, Gwen just held him in front of Kevin and he punched the living heck out of Diamondhead. In a green flash Diamondhead was Grey Matter and he jumped out of the grip and landed on Kevin's back.

"Hey, get off me!" Kevin said as he shook him off. Grey Matter fell into the stream. In a green flash under the water Grey Matter changed into Ripjaws and poked his head out. "Come and get it! I'm ready for a meal!" Ripjaws laughed. Gwen grabbed him out of the water and flung him at Kevin. Kevin punched him away with the Diamondhead arm and then shot him with fire with the Heatblast arm.

In a green flash Ripjaws was Cannonbolt. Cannonbolt jumped towards Kevin but Gwen shot up a barrier that flung Cannonbolt backwards and to Gwen, who sealed him in a sphere. "Aw come on man!" Cannonbolt whined. Gwen swung Cannonbolt around. "I'M…GONNA…BE…SICK!" Cannonbolt yelled.

"Bring him around here!" Kevin said, ripping a tree out of the ground. "Batter up!" Kevin yelled. Gwen threw Cannonbolt at him and Kevin hit him so hard he burrowed into the mountainside. In a green flash Cannonbolt was XLR8. "Alright…no more Mr. Nice Ben!" XLR8 said. He sped down the mountainside and ran up to Kevin. Before he stopped, in a green flash XLR8 was Fourarms and he punched Kevin in the face so hard Kevin was flung through 10 trees and was burrowed into the rock.

"NO ONE HURTS MY BOYFRIEND!!!" Gwen screamed, grabbing Fourarms and holding him up by his limbs. "Boyfriend?!" Fourarms said surprised. "Boyfriend? Oh I like the sound of that!" Kevin said, climbing out of the hole. In a green flash Fourarms was Grey Matter and dropped to the ground, then in another green flash he was XLR8 and jumped onto Gwen's platform and in another green flash he was Diamondhead and punched her right off of the platform.

"GWEN!" Kevin yelled. Kevin used the speed of XLR8 and flew up at lightning fast speeds and punched Diamondhead so many times at so much strength he broke Diamondhead apart. Kevin jumped over to Gwen and helped her up. "Are you okay?" Kevin said. "Ugh…yeah. But not you!" Gwen said as she hit him away with a disk.

"Oh, it's gonna be like _that _is it?!" Kevin said. He spit several Stinkfly goop balls onto Gwen, sticking her to a tree. Kevin held a fireball in his hand. "You're going down." Kevin said. Just as he was about to shoot the fireball, he was ran over by Cannonbolt. Cannonbolt rolled over to Gwen and ripped her off the tree. "Thanks Ben." Gwen said. Then she hit him into the sky with a disk. Kevin flew up and punched him into the ground with all four arms and the strength of Fourarms.

Cannonbolt was burrowed deep into the ground. In a green flash Cannonbolt was Stinkfly and flew out of the hole. "Okay, guys, that's enough for today." Ben said. In a green flash Stinkfly was XLR8. "Let's go home." XLR8 said. He and Kevin zoomed back to the rust bucket, and Gwen flew back on the platform.

"Okay, so we know the plan, but we still need some moves for the fight with Hex." Kevin said. "Well, I think a good combo would be Kevin absorbs some rock and I go Humongousaur and throw him." Ben said. "Also, you being Echo Echo and me shooting the disks." Gwen said. "And Gwen putting up a barrier while Swampfire, Goop, Brainstorm, Echo Echo, Spidermonkey, Big Chill, Jetray or Chromastone shoot stuff and I run out and mess'em up." Kevin said.

Then the rust bucket drove down the street. "Well, Grandpa Max is here." Ben said, looking down the street. Max rolled into the driveway and opened up the door. "Hop on in kids." Max said. First Kevin, Gwen and then Ben went inside. Kevin and Ben immediately went for the fridge and took a soda out.

Kevin popped the can open, took one gulp and spit it out all over the wall. "Ugh! What's in this can?" Kevin cried in disgust. "Trust me Kevin, you don't want to know." Max smiled. Ben, halfway through opening his can, shoved it right back into the fridge. "I don't feel like riding in here." Ben said. He activated the Omnitrix and slammed it down.

"Big Chill!" Big Chill said as he flew out the window and landed on the roof and changed back to normal. Ben looked up. He saw a dark, mysterious cloud above him. "Uh, guys?! Look!" Ben yelled. "What is it?" Gwen shouted out the window. "I don't think clouds are supposed to be green!" Ben shouted.

* * *

"Okay, we've only fought each other. And what Kevin did with the tree today gave me an idea. How about I pick up Ben when he's Cannonbolt, Kevin make a diamond bat with his arm, and then he hits Ben all the way over to the others and then Ben changes into Fourarms and slams them in with his fists?" Gwen said.

Ben and Kevin's mouth dropped open. "Dang Gwen…your getting better and better at this, aren't you?" Kevin said. "Every day!" Gwen smiled. "Okay kids, time for bed." Max said. "Ugh…" all three said. They all went to bed, only Ben took the booth this time and Kevin and Gwen took the beds.

* * *

Ben, frightened beyond belief stared beyond belief at the colossal green cloud with a death beam that was destroying the surroundings. Ben activated the Omnitrix and slammed it down. "Brainstorm!" Brainstorm cried out. He flew up into the air and shot at the cloud, only to have his lightning shot back at him. "Ugh! I don't believe this is an ordinary cloud." Brainstorm said.

"It's not!" Gwen said, jumping out the window onto a platform. She shot several disks at it, only to be shot back. Kevin did what he never thought he would ever do. He jumped out the window and onto Gwen's platform and absorbed the metal on Max's RV, making him tan with a red stripe across his chest.

Brainstorm hit the Omnitrix. "Jetray!" Jetray said as he flew from the roof of the rust bucket right into the cloud. He started to shoot around when he slammed into a metal wall. He opened the wall with his laser eyes and entered. "Anyone here?" Ben asked. He was slammed against the wall by two giant gorilla arms.

"Augh! Doctor Animo?!" Jetray yelped. "Yes, Ben. I finally got out of the Null Void and I'm ready to kill you!" Animo laughed as he punched Jetray through the wall. His gorilla suit turned into a Pterodactyl and flew outside and slammed into Jetray again. Jetray hit the Omnitrix. "Spidermonkey!" Spidermonkey said. He grabbed the wings and ripped them off, causing both of them to fall and hit the ground.

Gwen grabbed Animo with the energy and ripped off his suit, then flung him into the air. In a green flash Spidermonkey was "Jetray!" and grabbed Animo, flying him high into the sky. He spun around several times and flung Animo into space.

Jetray flew back down and in the open window and changed back to normal. "I don't think we've seen the last of him." Ben said. 5 hours later Max had put the rust bucket on auto pilot and the four went to sleep.


	3. Who's The Strongest?

Ben 10: Battle of the Omnitrix

Chapter 3: Who's The Strongest?

Ben, Gwen and Kevin woke up and fell out of the beds in the rustbucket, landing on top of each other. "OW! Augh! My arm!" they shouted. They scrambled to their feet. Gwen closed the curtain to change, and Ben and Kevin went to the booth.

"You know, I think we'll kick their butts. I could kick your butt easy." Kevin laughed. "Excuse me?" Ben said. "Hey, I'm the one with 10 of your aliens packed into one form. You stand no chance against me." Kevin said. "I think I should remind you I took you down with Cannonbolt." Ben said.

"_With _help from that guy at the prison. Just face it Ben, I'm better." Kevin laughed. "We'll see about that." Ben said, standing up. "Where're you goin?" Kevin said. "Outside. I need some air." Ben said. He opened the door and slammed it shut.

"Well, somebody's moody today, aren't we?" Kevin laughed. Gwen pulled back the curtain. "I'd like to see who wins that fight. Then, the winner fights me. Not like you guys will stand a chance against me, though." Gwen smiled. "And what's that supposed to mean?" Kevin asked, standing up.

"No offense, but you guys, whoever wins, will be to tired to put up a good fight against me. Plus I could kick both of your butts with my eyes closed, blindfolded _and _with my arms tied to my ankles." Gwen said. "Well let's just see about that." Kevin said, walking outside. "Let's." Gwen said, following him.

* * *

Ben yawned and got out of his bed. He put on his green coat and went outside. _Just a few more days away, _Ben thought. "Looks like your up early." Kevin said, hopping down from the roof. "Hey Kevin. You think we'll win against them?" Ben said. "Ah, you worry to much. Remember, we don't actually have to beat them, just kick Hex's butt halfway through the fight." Kevin said.

"Yeah, but what if they didn't listen to the plan?" Ben said. "Again, you worry to much. We got all the skills we need. Plus, today's our break. Just relax. Max said he'd actually cook us a normal breakfast." Kevin said, going inside.

"Are you sure you didn't just imagine that, Kevin?" Ben asked, following him in.

* * *

"Okay! Now I want a good clean fight! Stinkfly goop is acceptable! Whoever says Uncle first, or just falls over and doesn't get up is the loser! BEGIN!" Gwen yelled. Kevin transformed into his freaky form, and in a green flash Ben was Cannonbolt. "You're going down, Kevin." Cannonbolt said.

Cannonbolt rolled into the ground, then launched himself at Kevin. In the blink of an eye Kevin morphed his Diamondhead arm into a baseball bat and smashed it into Cannonbolt, sending him flying. "Yeah! Grand slam!" Kevin shouted. Cannonbolt hit into the mountain, then burrowed into it. Inside, he burrowed under Kevin without him noticing.

In a green flash Cannonbolt was Stinkfly, and he encoated the entire tunnel with Stinkfly goop. Then, in a green flash he was Heatblast. After an enormous explosion, Kevin was flung high into the air along with Heatblast. In a green flash Heatblast was Fourarms. Fourarms grabbed Kevin by the leg and started to spin him around. But before Fourarms got done swinging, Kevin stabbed Fourarms' hand with a diamond, causing him to let go. Kevin then kicked Fourarms in the face, grabbed _him _by the leg, and swung him around with the speed of XLR8 and flung him into the mountainside, causing an avalanche of rock.

Fourarms came out of the rubble and wiped his nose. "Is that the best you got?!" Fourarms yelled. Kevin flew down with the speed of XLR8 and shot Fourarms with so much Stinkfly goop that Fourarms couldn't move a muscle, and he was strapped to the mountain. Kevin flew high into the air, and raised his Heatblast arm. He made a ball of fire so big and so hot, it rivaled the Sun with its heat. He launched the ball of fire at Fourarms.

The second before it made contact with the goop, Fourarms transformed into Diamondhead. The explosion blinded Gwen, and after the smoke cleared, the shattered remains of Diamondhead were lying on the ground.

"Ben!!!" Kevin yelled. He flew down and picked up some of the diamonds. "I'm…I'm so sorry…I went to far…I didn't mean for this to happen…" Kevin said, on the verge of tears. In a green flash the pieces reconnected together and then Diamondhead was Upgrade.

Upgrade took hold of Kevin's Diamondhead arm, which he shot spikes through it. "Ow!" Upgrade said. "That's what you get for tricking me, Ben!" Kevin said. Kevin grabbed Upgrade with the Heatblast arm, burning him. "OW!" Upgrade yelled. In a green flash Upgrade was Cannonbolt, and smacked Kevin into the ground.

In a green flash Cannonbolt was Fourarms and punched Kevin deep into the ground. Kevin got back up and smacked Fourarms away with his tail. In a green flash Fourarms was Stinkfly, and turned before he hit the mountain, then in a green flash he was XLR8 and ran at full speed towards Kevin, with a fist raised. Before he hit, in a green flash he was Fourarms and punched Kevin so hard he was flung into the side of the mountain.

"AUGH! That's it! No more holding back!" Kevin shouted. He raised his Heatblast and Diamondhead arms and started shooting at him, also adding Stinkfly goop. The goop stuck to Fourarms, then the fire hit, then the diamonds hit. Fourarms was launched back into the mountain. Fourarms rubbed his head. "Man that hurt." Fourarms jumped out of the mountain and landed on the ground.

Kevin ran at him with the speed of XLR8 and punched him with the Diamondhead arm, putting the combo together. Fourarms was smashed into the ground. In a green flash Ben was back to normal. "Uhh…I've had…enough…" Ben said, trying to get up.

"Haha! I knew I was better than you, Ben! I win!" Kevin laughed. Gwen threw a disk at Kevin, knocking him back a few feet. "Hey, what gives?" Kevin shouted. "Hey, we are fighting, aren't we?" Gwen smiled, throwing another disk.

* * *

Far away, on a planet very similar to Earth, the psychotic magician known as Hex was sitting on his throne in the castle. He was twiddling with his hands, reading through some ancient tomes. There was a knock at the door. "Come in." Hex said, dropping the tomes to the floor.

Azmuth, the one from 5 years later, walked in. "Master. I have given them the false plan." Azmuth said. "Good. And you are certain that the Azmuth from the parallel universe did not find out your plan?" Hex asked. "No. He has no idea I plan on destroying them." Azmuth said.

* * *

Ben scarfed down his French Toast and pancakes, while Kevin and Gwen watched in disbelief at how much _real _food was on their table. Max was still driving, while Kevin and Gwen could hardly eat anything, watching Ben scarf down most of the food.

Kevin had a pancake and got up. "That's all I need. I'm gonna go up on the roof." Kevin said. He couldn't open the hatch so he absorbed the material and used his hand to open it. He jumped up onto the roof and slammed the hatch shut, then deabsorbed the material.

* * *

Gwen threw a disk at Kevin, who dodged it. He shot a giant glob of Stinkfly goop and stuck onto Gwen, throwing her off her platform and landed on the ground, still stuck to the goop. Kevin had a massive fireball ready.

Gwen got her arm free right before he shot the ball, then coated her body under the goop in a shield, then it exploded. Kevin flew down and had his diamond arm ready. Out of the smoke a pink tentacle shot out and grabbed Kevin's foot, then swung him around. She let go, then he flung at the wall of the mountain.

He made a shield out of his arm, causing him to crash into the wall with no pain at all. He shot crystals and fireballs and goop at Gwen, who had three separate shields to block the attacks. Then she shot the three shields at Kevin, smacking into him and knocking him out of his form.

"I told you! I so told you!" Gwen laughed at Kevin, who lay on the ground rubbing the back of his head. Gwen started doing this messed up dance, and in a green flash Ben was Stinkfly. He shot a big glob of goop and knocked Gwen off her platform and stuck her to the ground.

"Oh man! If only I could change into-" Stinkfly started, and in an unexpected green flash he was Upchuck. "What the?! Upchuck!? Hey, lemme try something." Upchuck said. In several green flashes, he was Benwolf, Benvictor, Ditto, Eye Guy, Wildvine, Benmummy and Way Big, then transformed back.

"I got every alien unlocked again…except for Ghostfreak." Ben said. "Ah, you don't need him." Kevin said, walking over to Gwen to unstick her. He laid a hand on the green goop, tried to pull himself off, but couldn't. "Uh, little help here?" Kevin asked. In a green flash Ben was Eye Guy. "How is Eye Guy gonna help?" Gwen asked.

"EYE'll show you." Eye Guy said without being able to resist the pun. The giant eye in his chest grew bigger, and it lifted off his chest. He shot a green beam, and in a second the goop was destroyed. In a green flash Eye Guy was back to normal. Kevin grabbed Gwen's hand and lifted her up. "Thanks." Gwen said. In a green flash Ben was Way Big.

"Man I missed this form!" Ben laughed. He put his hand down for Kevin and Gwen, who walked onto it. He lifted them up and with one step, they were in front of the rustbucket. He let them down and in a green flash Ben was back to normal. They went inside the rustbucket, and Kevin and Gwen went into the back while Ben went up front to Grandpa Max.

* * *

Gwen was finally able to unlock the hatch to the rustbucket, and opened it up. She climbed up top with Kevin. "Why'd you come up?" Kevin asked, looking at her. "What, I can't come to you without being questioned now?" Gwen retorted. "Sorry." Kevin said as Gwen said next to him.

"So, got any idea of what to expect from ourselves?" Kevin asked. "Well, about five years ago, I was able to use my powers without spells. And Ben had up to Way Big unlocked, so that's about 20 something aliens. What about you?" Gwen asked.

"I was finally able to get out of that stupid transformation and get in and out of it without any struggle, but it was the only thing I could change into." Kevin said. "That form was a nightmare. I blamed it all on Ben when it was really my fault. If I hadn't wanted power…I wouldn't have been trapped in that form…or have met you." Kevin said, looking at her.

She put a hand on his shoulder. "So, how did you finally get out of your form?" Gwen asked. "I found Vilgax again. He knew he couldn't kick my butt this time, so I agreed to spare him if he agreed to give me the power to change at will. Believe me, getting a spaceship on short notice wasn't very easy." Kevin said.

"So, then you got arrested a few times and harnessed you powers in the Null Void?" Gwen asked. "That's the just of it. I can still change into that freakish form. But I'm not gonna risk it." Kevin said. "But, the only good thing that really came out of this was that I met you." Kevin said. Gwen shifted her hand to his cheek, and slowly, oh so slowly, their heads grew closer, and then a kiss happened that Kevin had been wanting since he saw her.

* * *

Ben finally got tired of riding in the front seat with Grandpa, so he went to the back to go to bed. He looked at the bottom bunk, where Gwen was lying down with Kevin behind her, his right arm over her and their hands together. They were both fast asleep. Ben pulled out his cell phone and took a picture of it before jumping onto the top bunk and kicking his shoes off.

He pulled the blanket over him, but couldn't fall asleep. He pressed the button on the Omnitrix and started turning the dial, when an unexpected outline appeared. "Ghostfreak…" Ben said. He couldn't believe that an alien so evil was still inside his Omnitrix.

Then, his hand started to control itself. He had no will over it. He tried to fight it back, but it was no use. It smacked into the Omnitrix's dial, and in a green flash he was his own worst enemy. "It's good to be back." Ghostfreak said. He let out a wicked laugh that caused Kevin and Gwen's eyes to rip open. Then they realized the embarrassing position they were in, and both jumped out of the bed and looked up. There was no one up there, but Ben's horrible smelling shoes were on the floor.

Kevin and Gwen ran outside and Gwen lifted them up on a platform. They saw Ghostfreak floating up into the sky. Kevin morphed and shot a fireball, but Ghostfreak turned around and the fireball passed right through him. "Hmm…the moonlight does not burn me, so…" Ghostfreak snickered, ripping off the skin. He lifted a hand and shot a blue beam out of it.

Gwen made a barrier around her and Kevin, but it blasted right through and knocked Gwen and Kevin to the ground. Gwen shot up disks, but they just passed through Ghostfreak. He flew down to them and Kevin charged at him, but he shot out a tentacle and grabbed Kevin by the foot, and lifted him upside-down. Gwen shot a disk, but Ghostfreak moved Kevin into the line of fire.

"Ow!" Kevin yelled. "Sorry!" Gwen said. She extended her arms and grabbed Ghostfreak's tentacles, causing him to drop Kevin. Kevin punched Ghostfreak in the face so hard that it could have shattered a building, flinging Ghostfreak back into a tree. Kevin put his arm on the ground and encased Ghostfreak in the crystals, all except for the Omnitrix on his chest. He picked up the skin and went over to him, changing back.

He touched the Omnitrix, then Ben had control again. He phased through the crystal and put the skin back on, then changed back. "Man…last time I mess with the Omnitrix." Ben said, rubbing his head. In a green flash he was XLR8 and he ran back to the rustbucket before Gwen could remark, so they decided to just go back to sleep.

In the middle of the night, Ben woke up and looked down. He saw Kevin and Gwen, still in the same position they were before. "I never get tired of that." Ben snickered. He went back to sleep.

* * *

Kevin and Gwen came off the roof and got back into the rustbucket. Kevin helped Gwen get in, then went up from while Gwen went to the back to talk with Ben. "So, Max, how long until we get to the DNAliens?" Kevin asked.

"Well, it's only a few miles away now. There's only about 50 of them, but they weren't at the war, so they are building another weather tower." Max said. Kevin looked out the window. "Something bothering you, Kevin?" Max asked.

"No…it's nothing." Kevin said. Kevin got up and went to the back. "Kevin, just in time. We needed to ask you something." Gwen said. "What?" Kevin asked. "We wanted to know if you could hack the Omnitrix so I could get the rest of the aliens in it." Ben said.

"Yeah, I rented another Garage so I could put together some stuff incase we needed to fix it." Kevin said. "Great! Wait, is the machine operational?" Gwen said. "Yeah. I've checked it at least 50 times. Nothing can go wrong." Kevin said.

"Sweet! Then I can use some of my old favorites again!" Ben cheered. "And you can have an ultimate smackdown with both of you as Way Big." Kevin said. "Yeah. Battle of the Giants." Ben said. Gwen yawned. "Well, it's time we get to bed." Gwen said. Before Kevin could take a bed, Ben jumped up to the top bunk and Gwen laid down in the bottom, which meant he had to sleep in the booth.


	4. Big Trouble

Ben 10: Battle of the Omnitrix

Chapter 4: Big Trouble

Ben woke up from his sleep, and looked down. Kevin and Gwen were still lying in the same bed, only Gwen was turned towards Kevin. Ben jumped down and landed right in his shoes. He went up front and checked the clock. It said 8 o'clock. Though everyone was still asleep.

Ben took this opportunity to sneak out of the rustbucket and transform. In a green flash he was Cannonbolt. He burrowed underground and transformed into Heatblast. He burrowed the rest of the way and found a large layer of molten magma. He sucked in all of the heat of the magma and burrowed deeper, and found a large reservoir of water.

"This would be a good place to train." Heatblast said as he looked around. In a green flash he was XLR8 and he ran up the tunnel he made. He transformed into Upgrade and gushed through the door of the rustbucket, then transformed back to normal.

He poked Kevin and Gwen, who woke up. They looked deeply into each other's eyes, but were literally shook out of it when Ben started to shake them. "Guys! I found an awesome place to train!" Ben said. Gwen and Kevin both got out of the bed. Gwen shut the curtain so she could change, and 5 minutes later she came back out.

"Come on!" Ben said as he transformed into XLR8. "Follow me." XLR8 said as they ran outside. "In here." XLR8 said as he ran down the burrow. Kevin morphed and Kevin jumped onto his back, and they ran down the tunnel too. They came into an opening.

XLR8 transformed into Heatblast. "Gwen, get some sticks." Heatblast said. She found some sticks and stabbed them into the ground, then Heatblast shot a few fireballs and lit the sticks. "There. Now we got some light." Heatblast said. He jumped over the water, and in a green flash eh was Ripjaws and dropped into the water.

Ripjaws poked his head up out of the water and looked at them. "Jump on in. The water's fine." Ripjaws said as he sunk back into the water. Kevin was about to do a cannonball when Ripjaws was shot out of the water and smacked into the ceiling of the cave. Then a tentacle shot out of the water and grabbed him.

In a green flash Ripjaws was Ditto and he multiplied so many times the tentacle couldn't hold him anymore, but then five more tentacles shot up and grabbed the clones. "This isn't good!" the Dittos said. Kevin made a sharp disk out of his crystals and he threw it at the tentacles, slicing through the tentacles as if they were slices of bread.

Ditto came back together and in a green flash he was Stinkfly. He flew over to the side and landed. He turned around and transformed into Heatblast. "On three. One, two three!" Heatblast said a she and Kevin shot fire into the lake. They stopped when it started to steam, and in the steam they said two red eyes. Then it lunged for them.

* * *

Kevin woke up and looked out the window. He picked up a spoon and threw it in the back. "Ow!" Ben said. He jumped down from the top bunk and walked to the booth holding the spoon. "Why'd you wake me?" Ben asked.

"Don't know. Wake Gwen up, we're here." Kevin said. Ben went into the back and shook Gwen awake, then they went outside. "The tower is here?" Gwen asked. There was nothing there. Kevin took two steps back and vanished. Then his head reappeared. "Cloaking field. Come on." Kevin said, making a hand gesture.

Ben and Gwen walked inside. There was at least two feet of snow. Ben could feel his boogers freezing. "I n-n-need to c-change" Ben said as he activated the Omnitrix and slammed it down. In a green flash he was Big Chill. "Into something a little more comfortable in this weather." Big Chill said.

Kevin dug his hand through the snow and absorbed the ground beneath it. The DNAliens didn't notice them. Big Chill turned invisible and floated to two of them, then clunked their heads together, knocking them out. Gwen pulled out one of the laser blasters they used t cure the DNAliens, then started to blast them.

Kevin ran up and gave 15 of them a knuckle sandwich to the face, and Gwen blasted them. Big Chill put a hand on the Omnitrix and in a green flash he yelled "Goop!" as he gushed over to the last few DNAliens and encased them with his goop, then Kevin knocked the rest of them out. Goop got off the DNAliens and Gwen blasted them, with that being the last of them.

Goop put a hand on the Omnitrix and in a green flash he yelled "Humongousaur!" As he grew 60 feet tall. He grabbed the bottom of the weather tower and lifted it out of the ground, then swung it around and let go, sending it flying over the horizon. The snow stopped falling and he smashed the cloaking device, then hit the Omnitrix and in a green flash yelled "Swampfire!"

"Stand back." Swampfire said. Gwen and Kevin walked out of the snow. Swampfire started to spin and shoot fire out of his hands, melting all the snow. In a green flash Swampfire was back to normal. "Nice." Kevin said. They went back to the rustbucket and Max turned it around and started to head back to Bellwood.

* * *

Gwen grabbed Ripjaws out of the water. "You okay Ben?" Gwen asked. In a green flash Ripjaws was Diamondhead. "Yeah, what about Kevin?" Diamondhead asked. Almost immediately after Ben said that, Kevin was shot out of the water and smacked Diamondhead into the wall.

The tentacle shot out of the water and grabbed Gwen's leg. "Help me!" Gwen said as she fell to her butt and flipped over, grabbed the ground. "Gwen!" Kevin yelled. He flew back over, but before he could slice through the tentacle another shot out and pushed Kevin against the wall.

Gwen was dragged underwater. "Gwen!" Kevin and Ben yelled. Diamondhead lunged into the water, only to be smacked back out. "Gwen!" Kevin yelled. He blasted into the water, but when he was smacked out he had Gwen in his arms, but when they hit the wall Kevin morphed back. Gwen was gasping for her breath. "Alright! It's time to end this!" Diamondhead said as he stabbed both hands into the ground.

Immediately, crystals started to surge through the ground and encased the water in it. He made it go deeper into the water until the beats beneath it all was encased in it as well. He stood back up. Much to his shock, a tentacle broke through all of the crystals and grabbed Diamondhead's leg. Diamondhead made his leg into a spike, piercing right through the tentacle, causing it to retreat back into the water.

In a green flash Diamondhead was Heatblast. He remembered that if water gets hot enough, it will evaporate. It was the only time in class he wasn't asleep because he was staring at a pretty girl. He made an enormous ball of fire that got Kevin up, and he morphed and added to the ball. Then they slowly descended the ball of flame into the water, turning both to steam.

The fire ended, and the beast was seen. In a green flash Heatblast was Diamondhead. He shot several shards of crystals into the beast and so did Kevin. Then they made sure it was dead by Kevin shooting a large amount of goop and then shooting a fireball, causing a large explosion.

Then, the cave started to rumble. "It's gonna cave in! Grab Gwen!" Kevin said as he zoomed out of the cave. In a green flash Diamondhead was XLR8. He ran over and grabbed Gwen, then ran to the exit. The rock landed in front of him. In a green flash he was Fourarms. He punched through the rock and started to run up the tunnel.

"Hurry up!" Kevin yelled at them. Then, the layer of magma started to flow back. "Ah! Kevin! Take Gwen!" Fourarms said as he backed away from the magma and he threw Gwen over to Kevin. Fourarms ran back down the tunnel and a rock fell on top of him. He was stuck on his back and looked up. The magma was coming down and was about to hit him.

He lifted the rock off of him and threw it down the tunnel. He jumped to his feet and in a green flash he was Heatblast. He absorbed all the heat from the magma and it turned into rock. In a green flash he was XLR8 and ran up the rest of the tunnel. He got out of the tunnel right before a large boulder dropped on the entrance.

In a green flash Ben was on his knees. "That's…the last…time I…find a…spot…" Ben said, trying to catch his breath. "You think?! You could have hurt Gwen!" Kevin yelled at him, morphing back with her in his hands. "Hey…she's okay now…isn't she?" Ben said, standing up. Gwen's eyes opened, and she was looking into Kevin's eyes.

"What happened?" Gwen asked. "Kevin saved your life." Ben said. She looked up at Kevin. "Thank you." she said. Kevin put her down onto her feet. "So, what about the beast down there?" Gwen asked. "He's not gonna come back for a long-" Ben started, but then a large tentacle erupted out of the ground, and out came the gigantic beast.

"But, we killed that thing!" Kevin cried. "Apparently not!" Gwen said. Before it could do anything, a blue beam of energy shot out and stopped right behind the beast, then grew larger until it made a blue portal. The beast was slowly being sucked into the portal. Kevin turned around to see max holding a Null Void Warp Projector.

The beast was being sucked in, and finally was sucked in all the way. Right before the projector turned off, a tentacle shot out and grabbed Ben, then pulled him back in. Then the projector turned off. "Ben!" Kevin, Gwen and Max cried.

* * *

Ben sat down in the booth of the rustbucket. He looked out the window and saw the cars passing by. Then he saw a blaze in the background that was slowly growing bigger. Then it flew up right next to the window. Ben rolled down the window. "Ben! I need your help." the Pyronite (Heatblast) said.

"Alan!" Ben smiled. He jumped out the window and transformed. In a green flash he said "Jetray!" as he flew around. "What do you need?" Jetray asked as he and Alan started to fly away. "There's this creature that can absorb the water from the plants and then use it against me. I nearly died the last time I fought him." Alan said.

They flew far and fast, and within minutes they were at the fields. Jetray hit the Omnitrix and in a green flash he yelled "Big Chill!" as he flew next to Alan. "There it is!" Alan said as he pointed his finger. A glob of water was on the ground with millions of dead plants around it.

"This won't take long." Big Chill said. He breathed out icy breath and froze the creature. Then he hit the Omnitrix, and in a green flash he said "Humongousaur!" as he grew bigger and lifted the icy creature and swung it around, then threw it so far that he could have sworn it flew all the way to the sun.

"There you go." Humongousaur said as he grew smaller. "Thanks." Alan said. In a green flash he said "Jetray!" as he flew off. "Thank you, Ben!" Alan called out. "No problem!" Jetray called back.

* * *

Ben struggled to get the tentacle off of him, but it was no use. In a green flash Ben was Wildmutt and bit the tentacle, nearly causing him to throw up but in the process allowing him to get out of the tentacle's grip. He fell to a floating rock below him, and in a green flash he was Eye Guy.

All of the eyes on his body grouped together and lifted off his chest, then blasted at the beast. The beast actually ate the beam and shot it back, sending Eye Guy off the rock and falling to his doom. In a green flash he was Cannonbolt and he curled up. He blasted through several floating rocks before he couldn't take it anymore and uncurled when he hit a really hard one and transformed back.

Then a tentacle shot out and grabbed Ben, then pulled him up. The beast was about to eat him when a shard of crystals cut straight through the tentacle, causing Ben to fall to the rock below. Ben slowly sat up and saw Kevin kicking major butt.

In a green flash Ben was Way Big. The mistake he just made was realized immediately, as the rock he was standing on couldn't hold his weight and started to fall. He grabbed the beast with him, and he threw it into the depths of the Null Void. In a green flash Way Big was Stinkfly and he flew up to Kevin. "Thanks man." Stinkfly said.

"No time for thanks! Let's get out of here before the portal closes!" Kevin said, grabbing Stinkfly by the tail. Back outside, they could here them in there, but then the warp projector short circuited. The portal slowly began to close.

"Oh no!" Max said as the portal was half closed now. Inside, Kevin was flying at full speed to try to get out of the Null Void in time. They reached the portal, but right before they were about to go through it, a tentacle shot up and grabbed Stinkfly. "No!" Kevin cried as he struggled to pull Ben through the portal, but the portal closed and they were pulled into the depths of the Null Void.


	5. The Null Void

Ben 10: Battle of the Omnitrix

Chapter 5: The Null Void

"AHHHH!!!!!!!!!" Kevin and Stinkfly cried as they were being pulled into the darkness of the  
Null Void. The tentacle flung Stinkfly into the air along with Kevin, and it wrapped its tongue around the both of them. Then it flung the tongue back in and swallowed them in.

The only light in the belly of the beast was Kevin's arm. The stomach acid below could melt through a pyramid in under two seconds flat, so it was a good thing they were both flying right now. "What are we gonna do Kevin?!" Stinkfly panicked. "Change into Ditto, multiply enough times and crawl us out of this thing!" Kevin said.

"It's to risky! If one clone gets hurt, we all get hurt! So, if one gets killed…" Stinkfly said. "Oh. I see." Kevin said. He punched the wall of the stomach with the Heatblast arm, and the wall started to rumble and they heard a groan. Stinkfly smiled. In a green flash he was Heatblast and he fell, but Kevin grabbed him with his Diamondhead arm.

They both shot flames at the walls, and the acids started to rise. They shot even hotter flames, and all of a sudden they were puked out of the beast's body and they were flung a hundred feet in the air. They used their combined powers to make a gigantic fireball with Stinkfly goop, Diamondhead crystals and a ton of fire.

"Hold it!" Heatblast said. In a green flash he was Eye Guy and he added to the fireball by shooting his eye laser into it. The beast slowly started to climb up through the void, and right when the ball was finished it came into view. "That thing just put the ug in ugly!" Kevin said. "So did you! Now let's throw this thing!" Eye Guy said as he transformed into Fourarms.

Kevin and Fourarms lifted the ball of attacks and threw it at the beast. The second it made contact, Fourarms transformed into Diamondhead and he and Kevin made a giant ball of crystals around them. The explosion was blinding. Guts and acids and tentacles and other various body parts of the beast flew in every different direction, splattering that part of the void around them in guts. and blood.

Diamondhead and Kevin took down the shield and let it drop to the depths of the Null Void. Then, in a green flash Ben dropped to the rock below. "Ben!" Kevin cried as he flew down to him. He picked him up in his Wildmutt arms. Ben was fast asleep.

"Typical. After a big battle Ben has to take a snooze." Kevin said. He flew up into the Null Void and landed on a big rock with a cave in it. He set Ben down and transformed back after he put up a wall of crystals at the entrance. He also made a fire in the middle of the cave. He tried to stay up, but he'd been fighting a mystery beast all day.

Slowly, he gradually began to drift off to his sleep.

* * *

Jetray flew in through the window of the rustbucket and scared the living crap out of Kevin who was sitting on the opposite end of the booth. "Jesus Christ Ben! Don't scare me like that!" Kevin said as Ben changed and landed in the seat. "Where were you?" Gwen asked, sitting next to Kevin.

"I needed to help Alan out with a problem. You know, Heatblast guy." Ben said. "Yeah, we know him." Kevin said. Ben thought of something. He held the Omnitrix in front of his face and said "Access Master Control." The Omnitrix did nothing.

"Dang! It worked when Azmuth did it!" Ben said. "Because it _was _Azmuth. You know, creator of the Omnitrix?" Kevin said. "Hey, it didn't hurt to try." Ben said. Gwen stood up and looked out the window in the back. "What's wrong with you?" Kevin asked.

"Darkstar is here!" Gwen screamed.

* * *

Kevin's eyes ripped open. He looked around, but only him and Ben were in the barely lit rock. Ben woke up with a yawn and a stretch. "Where are we?" Ben asked. "Well, after we exploded that beast you fell asleep, so I found this rock and sealed the exit so we'd be safe. Come on. We need to find food and water." Kevin said as he stood up.

In a green flash Ben was Fourarms. "Please, allow me." Fourarms said. He punched the crystals with all four arms at once and shattered the wall to the size of very tiny toothpicks. In a green flash Fourarms was XLR8. "I'll be back. Just seeing if there's anything around." XLR8 said a she jumped off the rock and zoomed around their section of the Null Void.

Kevin leaned on the entrance of the cave and within one minute XLR8 was back. "Hop on." XLR8 said. Kevin climbed onto his back and held on tight, and XLR8 jumped down from the rock and two more, then took a sharp right and jumped up 3 rocks, then went one to the left. There was a pool of shallow water. "Alright." Kevin said.

He got off XLR8 and Ben changed back and they both cupped their hands and sucked up as much water as they could and gulped. Ben stood up. "You think there's any way out of this place?" Ben asked. "Yeah, actually, there is." Kevin said a she stood up. "The Galvan, uh, Grey Matter, made this dimension. They have a portal to get in. All we need to do is to get out of here the next time the portal opens." Kevin said.

"Okay, so where does it open?" Ben asked. "It's halfway across the Null Void. And this place is very big." Kevin said. In a green flash Ben was XLR8 and Kevin morphed. "Let's go." Kevin said as they blasted off.

* * *

Darkstar had Ben, Gwen, Kevin and Max pinned to the side of the rustbucket with his black beam of energy. "Weaklings! You thought you could beat me this time? I'm more powerful than ever now!" Darkstar laughed.

Ben started to get up, then he hit the Omnitrix. In a green flash he yelled "Brainstorm!" as he shot a lightning bolt at Darkstar. He was shot back, giving Max a chance to run inside and Kevin to absorb the rock underneath him. Darkstar got up and shot out a black beam, but Gwen put a barrier around them. Brainstorm shot a bolt through, knocking Darkstar back to the ground.

Brainstorm hit the Omnitrix and in a green flash he yelled "Spidermonkey!" as he jumped out of the barrier and he shot several globs of webs and stuck Darkstar to the ground. Darkstar easily broke free and shot a beam and caught Spidermonkey in it. Kevin lifted up a gigantic rock and threw it at Darkstar. Darkstar lifted a second arm, caught the rock and flung it back. Gwen grabbed the rock before it hit Kevin and dropped the rock.

Spidermonkey gathered the strength and hit the Omnitrix and in a green flash he yelled "Chromastone!" as he walked towards Darkstar unfazed by the beam. He lifted an arm and smacked Darkstar with it, sending him to the side. Then Chromastone shot a beam and lifted Darkstar in it, then in a green flash yelled "Humongousaur!" as he grabbed him and flung him over the horizon.

In a green flash Ben was panting. "Okay…he's taken care of…now let's get home…" he said as they walked back into the rustbucket.

* * *

XLR8 and Kevin were but a blur going through the Null Void. Occasionally, there was a monster or two but Kevin shot them with either a fireball or shards of crystals. "How much farther?" XLR8 asked. "Dude, this isn't gonna be a short trip. The Null Void is almost the size of the Universe." Kevin said. "Isn't there a faster way?" XLR8 said.

"No! Suck it up and just run!" Kevin yelled. All of a sudden, the blur next to Kevin stopped. Kevin stopped and looked back. There was a green flash and he saw a pair of white hands grabbing a rock. Kevin flew over and looked down. "Kevin! Help!" Ditto cried. Kevin looked down the line of about 50 or so Dittos and realized something.

"Ben! That monster can regenerate itself!" Kevin yelled at him. "Ya think?!?!" Ditto cried. Kevin grabbed Ditto. Then all the other Dittos were reabsorbed into Ditto, and in a green flash Ditto was Ghostfreak. "Oh no! Kevin!" Ghostfreak cried. Ghostfreak fell down and was shivering all over. Then his eye slithered to the back of his head.

"I'm baaaaaack." Ghostfreak laughed wickedly. Then, a tentacle grabbed Ghostfreak and pulled him down. Kevin flew down and hit the Omnitrix, and in a green flash Ghostfreak was Heatblast and burned the tentacle. Heatblast shot flames from his feet and was able to float. "Argh! Ghostfreak changed my transformation from Heatblast to him!" Heatblast said angrily.

The beast came up. "Stop! What do you want?!" Kevin yelled at it. "I want…to destroy the wielder of the Omnitrix!" the beast yelled. In a green flash Heatblast was Way Big and he ripped the beast to shreds, then in another green flash he was XLR8. "Let's go Kevin! Before he regenerates!" XLR8 said as they started to run off.

About an hour later, they were going so fast they could be seen at all, but Kevin thought it'd be fun to leave a trail of fire behind him to make it look like he was running so fast his feet were on fire. "Kevin! Stop! The fire will give the beast our location and it'll ambush us!" XLR8 said. "Quit your worrying. Hey, there's the portal." Kevin said. It was opened, and criminal after criminal were coming in the portal.

Kevin and XLR8 made a run for the portal, only to both be grabbed by the tail. "No!" they cried as the portal began to close. They were beginning to be pulled back away from the portal. "Wait! Kevin! We don't have tails in our human forms!" XLR8 said. "So?!" Kevin said.

"So if we change back it won't have anything to hold onto!" XLR8 said. In a green flash Ben changed back to his normal self and Kevin had morphed back, but a split second before the tentacles grabbed them again they jumped through the portal and fell on the ground surrounded by Galvan. Most of them gasped and started to panic, seeing as there were two gigantic humans in front of them.

Ben and Kevin looked around. "Ben?" a familiar voice asked. Ben looked to his left. There stood Azmuth. "Azmuth!" Ben said. "What are you doing here?" Azmuth asked. "Well, to make a long story short, we were pulled into the Null Void and we found the exit." Kevin said. "So you need to get back to Earth?" Azmuth said.

"Yeah." Ben said. "Follow me." Azmuth said. Ben and Kevin followed him. They had to crouch down to get through one of the halls. In a green flash Ben was Grey Matter. Kevin looked at him. "Just thought it'd be cool to be the alien species that lives on this planet." Grey Matter said. Kevin had to get on his hands and knees to get through the last hallway and then he could stand up. They were in a giant room.

"The teleporter is here. I'll set the coordinates for where your RV is. Last time I visited you I put a tracking device on the RV." Azmuth said. He jumped up to the controls and pressed some buttons. "Okay. Get in the teleporter." Azmuth said.

Grey Matter and Kevin walked into two different teleporters and Azmuth pressed a button. "Farewell." Azmuth said. The two heroes were disintegrating. When their heads were done, their heads were being transferred halfway across the Galaxy and were being rematerialized in front of the rustbucket. Then they were fully done, and Ben transformed back.

"Ben! Kevin! Your back!" Gwen cried as she saw them. She ran up and hugged them both, then went to hug Kevin. "What happened?" Gwen asked. Ben and Kevin explained about the beast and about what happened to them and how they got back.

"I'm just glad you're okay." Gwen said as she kissed Kevin on the cheek. Kevin blushed with a grin. "Alright love birds, break it up. We need to rest." Ben said. He realized there was no way to pry the two from hugging, so he gave up and went inside, taking the top bunk as usual. Outside, Kevin and Gwen finally separated.

"So, what was that beast like?" Gwen asked. "It had several tentacles and could regenerate itself. It also wanted to destroy Ben for some reason." Kevin said. "Hmm…I don't know why that beast wanted to destroy Ben." Gwen said. "Wait! That thing! Ben woke it up when he found the cave!" Kevin said.

"That's right! And almost every alien has heard of the Omnitrix. Maybe it was just ticked off because Ben woke it up." Gwen said. "And something tells me that thing is gonna hold one heck of a grudge." Kevin said with a grin. _Someday that beast will come back to finish what he started before.

* * *

_

Ben looked out the window of the rustbucket. "It's boring with nothing to do." Ben said. "Tell me about it." Kevin said as he was walking around, absorbing random things. Gwen was floating in the back of the rustbucket in deep thought. "At least we finished off those DNAliens." Kevin said. "I'm surprised they weren't at the war." Ben said.

"I could've sworn we took the last of'em down there." Kevin said. Kevin remembered how he had ran into the swarm of DNAliens armed with two blasters and coated in his cars green metal. He must've blasted at least a hundred of them. "Man, you got wiped out good when you got zapped as Way Big." Kevin laughed. "Oh shut up." Ben said.

"What? It was funny." Kevin said. "I could kick your butt right now." Ben said. "Just saying." Kevin said as he got up. He went to use the bathroom and shut the door. Ben looked out the window again. The glass shattered, and a black beam of energy was shot out and pulled Ben out before he could activate the Omnitrix.

Darkstar held him high in the air and held up a gun looking device. "This look familiar?" Darkstar asked. "A Null Void warp projector!" Ben gasped. "So you do know." Darkstar smiled behind his mask. He shot it to his right, then dropped Ben right in front of it. Ben quickly slammed the Omnitrix and in a green flash he yelled "Humongousaur!" as he grew extremely large and dug his hands into the ground.

"No way Ben. I'm not going to let you live through this." Darkstar said as he raised a hand. But he needn't do a thing, for a gigantic tentacle shot out of the Null Void and wrapped around Humongousaur. "What in the world?!" Humongousaur yelled as he was slowly being pulled in. "I'm not going in alone!" Humongousaur said as he grabbed Darkstar by the leg. He flung him into the Null Void and the portal began to close.

Humongousaur quickly smacked the Omnitrix and in a green flash yelled "Goop!" as he easily slid out of the grip of the tentacle. He smashed the warp projector and the portal was nearly closed when two metal gloves came out. It started to pull the portal back open. "I'm not going to give up! You're coming with me!" Darkstar yelled angrily.

"I don't think so." Goop said as he pointed behind Darkstar. He turned around and saw the beast's tentacle grab him. He shot out his beam, but before it reached Goop the portal shut, disintegrating his beam. In a green flash he yelled "Jetray!" as he flew into the air. He flew down the freeway and flew through the window, once again scaring the living crap out of Kevin. "Dude! I said stop doing that!" Kevin yelled at him.


	6. Vilgax Attacks

Ben 10: Battle of the Omnitrix

Chapter 6: Vilgax Attacks

Ben's eyes ripped open when he felt the rustbucket shaking. He fell off his bed and landed right smack on his face, then jumped up. He smacked Kevin and Gwen across the face to wake them up. Kevin literally jumped out of the bed and grabbed Ben up off the ground by his shirt collar. "What's the matter with you?!" Kevin yelled at him angrily. "Dude! The rustbucket's shaking!" Ben yelled at him.

Gwen got up out of the bed and they were shaken to the middle of the rustbucket, then shaken out and the three landed on their faces. A mighty hand grabbed Ben by the back of his shirt and lifted him up. "Give me the Omnitrix!" yelled Vilgax angrily. "Never!" Ben said. In a green flash he was Upchuck and before Vilgax could grab him again he jumped away and swallowed a tree.

Vilgax ran up and punched Upchuck in the stomach, making the undigested tree shoot out the way it was swallowed, smashing Vilgax in the race and onto his back. In a green flash Upchuck was Fourarms and he jumped on top of Vilgax. He let out a barrage of punches and hit Vilgax all over, but all he got was four sore hands, and Vilgax smacked him away.

He started walking to the injured Tetramand when a very powerful kick to the side sent him flying into the woods. Fourarms looked up and Kevin was shooting fire and crystals into the woods. Then Vilgax jumped high in the sky and kicked Kevin when he landed, making a crater and an earthquake. Vilgax lifted Kevin by the tail. "You are worthless, pathetic and insignificant, you weak insect." Vilgax said a she threw him over the rustbucket.

Vilgax jumped out of the crater and was hit by a green beam of energy. He turned around to see Eye Guy. In a green flash he was Diamondhead. Diamondhead shoved his hands into the ground and encased Vilgax in several layers of crystals. Vilgax easily broke free, but he was hit with several green globs of goop. He turned around and saw Kevin, who shot yet another glob and it hit him right in the face.

Then in a green flash Diamondhead was Stinkfly and he and Kevin continued the onslaught of goop, completely coating Vilgax in it. In a green flash Stinkfly was Heatblast and he and Kevin mad an enormous fire ball and let it drop, landing right on Vilgax. In a super explosion, the rustbucket was flung over on its side, Kevin and Heatblast were flung over and landed behind the rustbucket, and Vilgax was flung over several rows of trees and landed in the woods.

"Ugh…I have an idea." Heatblast said as he stood up. In a green flash he was Upgrade. "The rustbucket's full of gadgets." Upgrade said. He melded with the rustbucket. Vilgax charged out of the woods and Upgrade aimed every single weapon at him at once. Vilgax tried to jump out of the way but Upgrade launched 20 missiles and 50 lasers. Vilgax grabbed 10 of the missiles and spun around, throwing them back and destroying the other 10, and he deflected the lasers and blasted Kevin into the woods, knocking a tree down.

That made a domino effect until it came back around and four trees landed on top of Kevin. He groaned. Upgrade sprouted lasers from his sides and a rocket from the back and flew into the air with the lasers as his wings. He flew around and flew down towards Vilgax shooting, and realized the irony of how much this felt like he was watching a Star Wars movie.

Vilgax grabbed the front of Upgrade with both hands and flung it high into the air. He jumped up too and spun then kicked the rustbucket to the ground, rolling it over on its side. Upgrade got off of it. Vilgax dropped in from of Upgrade. In a green flash Upgrade was XLR8 and he ran a good distant away, then in another green flash he was Heatblast and started to form a gigantic fireball.

Vilgax had other plans. He ran and had his fist ready to hit Heatblast, but a pink beam of energy flew out and grabbed Vilgax by the leg, causing him to fall flat on his face. He looked up and saw Heatblast jump up and throw the massive fireball at him, causing a giant explosion, flinging Vilgax over the woods. Kevin finally gathered the strength to lift the trees off of him, but Vilgax ran over his face, causing him to drop the trees again.

"I'm tired of this fight!" Heatblast said. In a green flash he was his biggest and strongest alien ever, Way Big. "You're going down, Vilgax!" Way Big roared. He lifted a mighty fist and slammed Vilgax deep into the ground. Vilgax grabbed his finger when he came back up, and he crawled up his arm. "Hey! What are you doing?" Way Big said a she tried to shake and smack Vilgax off. Vilgax got on his shoulder and jumped down, landing on top of the dial.

Vilgax dropped down and clawed the Omnitrix, leaving a scar down it. In a red flash Ben started to fall to the ground. "Ahhhhh!!!" Ben cried. He tried to use the Omnitrix, but it was no use. Ben was falling faster than Vilgax, and he grabbed him. "It is no use. I have disabled your Omnitrix's Master Control." Vilgax laughed.

He landed on the ground holding Ben by the arm. "Now to remove the Omnitrix." Vilgax said. He slammed Ben to the ground and pulled out a small device. He pressed a button and it changed into the device that sucked it off the first time. He stabbed it into the ground and pressed the button. It started to suck off and Ben cried in agony.

Then, without warning, Vilgax was hit in the face with a giant tree. Kevin flew over and tired to turn off the device, but it didn't work. The Omnitrix split off of Ben's wrist and was sucked into the pod. Vilgax kicked Kevin away and ripped the device out of the ground, and he kicked Ben to the side, hitting the rustbucket. Vilgax pulled the Omnitrix out of the device.

"Finally. The Omnitrix is MINE!!!!MWAHAHAHA!!!" Vilgax laughed evilly. "No!" Kevin yelled. He flew over to get it back but Vilgax strapped it to his wrist. Vilgax smacked Kevin to the side. "Finally…the most powerful device in the universe is finally mine!" Vilgax laughed. He twisted the dial, pressed the dial and finally hit the button.

"Master Control Activated." the Omnitrix said. In a green flash Vilgax was a To'kustar. "Dang." Kevin said in fear at the towering alien in front of him. Vilgax reached down and picked up Ben and brought him up to his face. Ben moaned in pain. "You once threw me into space. No I will throw you!" Vilgax laughed. He launched Ben far away. He landed 5 miles away in a lake.

As he sank to the bottom, he was angry. _How…how could I let this happen? _He sank to the bottom of the lake. Not only would he be defenseless when the battle came, but he let the most powerful device in the Universe into the hands of Vilgax. Ben swam to the surface of the lake. He gasped for breath. "Man…I can't do a thing to beat Vilgax without the Omnitrix." Ben said sadly.

All of a sudden Kevin landed in the lake right next to him and swam back up in his normal form. "No! GWEN!!" Kevin cried out. He looked at Ben. "How could you let this happen!? He got the Omnitrix!" Kevin yelled at him angrily. "Don't you think I realize that? I didn't exactly to it on purpose you know! He caught me off guard and-" "Never let your guard down! Know he's going to conquer the universe and make an army of Omnitrix bearing aliens!" Kevin yelled.

"You're not the one who can't do anything! Gwen needs you and you're not there to help her!" Ben yelled at him. "Neither are you!" Kevin yelled. "If you haven't noticed, I don't have an Omnitrix anymore! But you can help her! Go!" Ben yelled. Kevin jumped out of the water and morphed then flew back to the battlefield.

"Back for more?" Vilgax asked, turning around to the small speck of an alien compared to him. Kevin shot several thousand shards of crystals at Vilgax, but they did not even make him feel anything. "You cannot harm me, insect." Vilgax said a she smacked Kevin away. Kevin came back and coated the Omnitrix dial in goop.

Kevin shot but a single fireball at the goop, exploding it. In a red flash Vilgax started to plummet to the ground. He tried to transform, but realized that the Omnitrix had _fallen off of his wrist_. It was still falling next to him. He reached for it, but Kevin flew in and snatched it up. Kevin made sure not to let it attach to his wrist.

But Vilgax wasn't going to give up so easily. He grabbed hold of Kevin's foot. "Give me back the Omnitrix!" Vilgax yelled angrily. Kevin put it in his lower arms and shot a fireball at Vilgax, but it did nothing. Then he sharpened his arm and sliced Vilgax's hand off. Vilgax began to fall and Kevin shook the dead hand off of his foot.

Vilgax crash landed right on the rustbucket, breaking it in half. He charged after Kevin, ignoring the undying pain in his hand. Kevin flew to the lake and landed just as Ben was getting out of the lake. Kevin morphed back and threw the Omnitrix at Ben. Ben shot his left hand up and it clamped on. "Yes! My aliens and Master Control are still here!" Ben said.

Vilgax came out from behind a tree holding a body over his shoulder. "GWEN!" Kevin cried. "If you two insects move a muscle I will exterminate the girl." Vilgax said. "As long as you give me the Omnitrix, the girl lives." Vilgax said. Then, a small yellow dot appeared in the middle of his chest. It started to grow bigger, until Vilgax and Gwen were sucked in.

In a green flash Ben was Benmummy and he shot a hand into the portal and pulled Gwen back out, but Vilgax was holding on to Gwen's leg with his good hand. "I will never let go!" Vilgax yelled. "And I won't turn this off until you're in there permanently!" Max said. Benmummy was being pulled in. He shot out his other arm and wrapped it around a tree.

This went on for a few minutes. The power of the portal was slowly starting to become more powerful, even starting to suck in some of the leaves off the trees and some of the water in the lake. Kevin had morphed and put crystals around his feet to make sure he didn't get pulled in. Then a tentacle shot out of the Null void and wrapped around Vilgax, but he had an iron grip on Gwen.

"ARRRRGH!!!!!!" Benmummy cried in pain. His legs had already lifted off the ground and were pointed at the portal, and he was literally being pulled apart. "Kevin! Cut his hand off!" Benmummy cried. "But I might hit Gwen!" Kevin said. "JUST DO IT!" Benmummy cried. His bandages were starting to rip. Kevin, with precise aim, shot a giant shard at Vilgax.

It didn't cut through his wrist or even touch him at all; he let go as to save his hand. He stabbed his hand into the ground and held onto the root of a tree with an iron grip. Benmummy wrapped up his arms, pulling Gwen over to him and wrapping himself and her around the tree. "I'm not going back to that accursed dimension!" Vilgax said.

The root started to pull out of the ground, and Benmummy felt the tree he was wrapped around start to move. "No!" Benmummy said. He flung Gwen over to Kevin. The root started to pull out of the ground and in turn ripped the tree out of the ground. The tentacle and the lower half of Vilgax's body went through the portal. Benmummy wrapped his arms around another tree, but his other arm was tangled around the tree.

"AUGH!" Benmummy cried in agony again. Benmummy lost his grip and let go of the tree, flying towards the portal. Kevin grabbed hold of Benmummy with his Diamondhead arm and coated his arm in it. "You need to let go of the tree Ben!" Max yelled. "I can't! My hand's tangled in it!" Benmummy yelled. "Then transform!" Kevin said.

"Oh, duh!" Benmummy said. In a green flash he was Cannonbolt, breaking out of the crystals and letting go of the tree. "NOOOO!!!" Vilgax yelled as he was sucked in along with the tree. The portal wasn't closing fast. Cannonbolt curled up and started rolling at extreme speeds, but the portal was still sucking him in.

In a green flash he was XLR8 and he started to run, but it still didn't help. Right before the portal closed, Vilgax's arm shot out and grabbed XLR8's tail. He was halfway in the portal when in a green flash he was back to normal and did the tuck and roll to get out of the force of the portal.

It closed right before Vilgax's hand went back in, and the hand was chopped off. Even with the portal closed, they could hear the agonizing cry of Vilgax. Kevin set Gwen to the ground and morphed back, and so did Ben. Max put the projector on the ground and ran over. "Is she alright?" Ben asked. Kevin put his ear to her chest and then went back up.

"She's alive, but just barely. She can't breathe very well." Kevin said. "Do CPR then!" Ben said. Kevin took in a deep breath and blew into Gwen's mouth, and her eyes instantly popped open. Then she grabbed the back of Kevin's head and pushed, kissing him like crazy. "That was bound to happen." Ben said. Ben and Max were able to pry the two apart and get them standing.

"What happened?" Ben asked. "After Kevin was smacked over the horizon, I tried to fight off Vilgax. Wasn't a very good idea when I was an insect compared to Way Big. He knocked me out with one hit, and he broke through my shields like there was nothing even there." Gwen said. "Then I flew back and stole the Omnitrix back then went back, and he came back here for it with you as a hostage." Kevin said.

"Then I trapped him in the Null Void. But what was that tentacle that grabbed Vilgax?" Max said. "The beast! That thing can regenerate! It must know which portal I'm in front of! That thing wants to kill me." Ben said. "That explains it." Kevin said. "I'll give us a ride back to the rustbucket." Ben said. In a green flash he was Way Big.

He let the three onto his hand and brought them up to his shoulder. The 5-mile distance was covered in 5 minutes and he let them down to the ground. In a green flash he was back to normal. "The rustbucket's wrecked." Max said sadly. "Grandpa, have you forgotten I have an alien the can fix machines?" Ben asked. In a green flash he was Upgrade and he melded with the rustbucket. He reattached the two pieces and whatever pieces of metal he could find, and he also fixed the stuff on top and then he got off of it.

"Good as new." Max said. He ran inside. "It's like the fight never happened!" Max said. "Come on. We need a good rest." Ben said. The three heroes walked inside their motor home and took their beds. Within five minutes they were out cold. Max, on the other hand, was wide-awake and he drove the car to the direction of Bellwood. The last thought that Ben had before he fell asleep was _How did Vilgax get here?_


End file.
